Potter v. Starratt

235 Mass. 325 | Mass. | 1920

De Courcy, J.

It was provided in the written contract between the parties as follows: Starratt was to improve and cultivate certain land at Bonita Springs in the State of Florida owned or controlled by Potter. He was to use his own judgment and discretion without interference in the work to be done on the land and the sale of the produce, was to render complete accounts and to retain one half of the net income. Potter agreed to deposit $2,915 in a bank to the account and under the control of Starratt, “to be spent by him in the development and cultivation of” the land. He further agreed to pay for the crates, barrels, etc., necessary for sending the produce to market, "and to pay for the necessary labor and fertilizers for the cultivation of the said land from year to year.”

The contract was dated October 10, 1916. It was not to terminate before January 31, 1919; but an option was given to Starratt to terminate it at any time after May 31, 1918. The money was duly deposited in bank on October 13, 1916, and was $3,000 in amount. Potter went to Florida for the winter in the latter part of October, and Starratt arrived there about November 1. A planting of watermelons was killed by frost in early February, 1917; and a second crop was largely destroyed by drought in the later spring of that year. In July Starratt furnished Potter with a statement, showing expenditures amounting to $1,335.45. He made preparations to return to Bonita Springs in the early summer of 1917 and was willing to go on with the contract. Potter brought this action on August 8, 1917, after demanding the return of the balance of the money which Starratt had not actually expended on the land. The first count of his declaration was for alleged breach of the contract and the second was for money had and received.

The plaintiff’s claim that he can recover in this action, brought some seventeen months before the termination of the contract period, is based primarily on his contention that the contract was not entire but divisible; that the $2,915 was appropriated to the first crop alone. Subject to the defendant’s exception the presiding judge so construed the contract, and instructed the jury that this provision could be separated from the rest of the contract, and that any portion not used for the production of the first crop was returnable to the plaintiff. In our opinion this is not the correct interpretation of the written agreement between the parties. As already stated, the $2,915 was “to be spent . . . in the development and cultivation of” the land. But no time within which it must be spent was stated. Starratt was not obliged to expend it all in the production of the first crop. The reasonable inference from the language is that he might spend it according to “his own judgment and discretion,” during the term of the contract. This view is consistent with the nature of the joint enterprise, as indicated by the contract as a whole. The only language that throws doubt upon the subject is that contained in the paragraph preceding the last one. This paragraph is a statement of the obligations of Potter, as to payment for crates, boxes, etc., and for the necessary labor and fertilizers from year to year. The clause “the sum paid on October twelfth, 1916, to pay for only the production of the first crop raised and harvested in 1917,” was apparently added to make it plain that the $2,915 was not to be considered as covering all the obligations of Potter to furnish money during the entire contract period.

The exceptions to the judge’s construction of the contract as a divisible one must be sustained. The defendant also was entitled to the first and sixth rulings requested by him.

Exceptions sustained.